8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 10, 2014

UNITED STATIONERS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10653	36-3141189
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Parkway North Blvd. Suite 100 Deerfield, Illinois	60015-2559
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (847) 627-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On September 10, 2014, the Registrant’s wholly-owned subsidiary, United Stationers Supply Co. (“USSCO”), entered into a definitive equity purchase agreement (the “Purchase Agreement”) with Richard Bell, Lauren R. Bell, Alison R. Bell Keim, Andrew Keim, Chant Tobi, Donald R. Bernhardt, The Bell Family Trust for Lauren Bell, The Bell Family Trust for Alison (Bell) Keim, 6772731 Canada Inc., and Logistics Resource Group, L.P. Pursuant to the Purchase Agreement, USSCO agreed to acquire Liberty Bell Equipment Corporation, a United States wholesaler of automotive aftermarket tools and supplies doing business under the name MEDCO, and its affiliates including G2S Equipment de Fabrication et d’Entretien ULC (“G2S”), a Canadian wholesaler. The all cash purchase price is $130 million, subject to closing adjustments, with up to an additional $10 million to be paid over three years based on performance.

The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of representations, warranties and covenants in connection with the transaction.

The transaction is expected to be completed in the fourth quarter of 2014, subject to the satisfaction or waiver of customary closing conditions, including Hart-Scott-Rodino regulatory clearance and receipt of necessary consents and approvals.

Item 7.01 Regulation FD Disclosure.

On September 11, 2014, the Registrant issued a press release announcing the transaction. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release, dated September 11, 2014, announcing the transaction
*	— Included herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED STATIONERS INC.
Date: September 15, 2014	/s/Eric A. Blanchard
	Senior Vice President, General Counsel and Secretary

UNITED STATIONERS INC.

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED SEPTEMBER 10, 2014

Exhibit No.	Description	Method of Filing
99.1	Press Release, dated September 11, 2014, announcing the transaction	Filed Herewith

EX-99.1

Exhibit 99.1

n e w s   r e l e a s e

Executive Offices	For Further Information Contact:
One Parkway North Blvd.	Cody Phipps
Suite 100	President and Chief Executive Officer
Deerfield, IL 60015-2559	or
	Todd Shelton
	Senior Vice President and Chief Financial Officer
	847-627-7000

UNITED STATIONERS EXPANDS INTO AUTO AFTERMARKET

DEERFIELD, Ill., September 11, 2014 — United Stationers (NASDAQ: USTR) today announced that its wholly-owned subsidiary, United Stationers Supply Co., signed an agreement to acquire MEDCO, a United States wholesaler of automotive aftermarket tools and supplies, and its affiliates including G2S Equipment de Fabrication et d’Entretien ULC (“G2S”), a Canadian wholesaler. The all cash purchase price is $130 million, subject to closing adjustments, with up to an additional $10 million to be paid over three years based on performance.

Headquartered in Philadelphia, Pennsylvania, MEDCO is North America’s largest combined Paint, Body and Equipment (PBE) and Tool & Equipment wholesaler in the automotive aftermarket. With over 50,000 products from more than 350 manufacturers, MEDCO serves traditional distributors, retailers and mobile tool dealers through nine distribution centers across the US. G2S, through three distribution centers, provides a similar offering to automotive aftermarket and industrial distributors and mobile tool dealers located across Canada. Together, MEDCO and G2S annual sales are approximately $240 million.

“MEDCO and G2S advance a key pillar of our strategy, diversifying into higher growth and margin channels and categories,” said P. Cody Phipps, United Stationers’ president and chief executive officer. “Both are leaders in the growing automotive aftermarket and will expand our reseller customer base. Additionally, these businesses complement our existing industrial platform with their deep product knowledge and exceptional customer service,” continued Phipps. “I am pleased to welcome the MEDCO and G2S employees to our organization.”

“We are excited to join United Stationers and be part of their strategic diversification initiative,” said Andrew Keim, MEDCO President. “Their scale, operational capabilities and financial strength will enable us to better support our existing customers while continuing to grow the business.”

The transaction is expected to be completed in during the fourth quarter of 2014 and is subject to regulatory approval and customary closing conditions. United Stationers plans to fund this acquisition through a combination of cash on hand and cash available under its revolving credit facility. The transaction is expected to be accretive to earnings within the first year.

Forward-Looking Statement

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, anticipated future performance, results or events and other statements that are not strictly historical in nature. These statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to the following: United’s reliance on key customers, and the risks inherent in continuing or increased customer concentration; prevailing economic conditions and changes affecting the business products industry and the general economy; United’s ability to effectively manage its operations and to implement growth, cost-reduction and margin-enhancement initiatives; United’s reliance on supplier allowances and promotional incentives; United’s reliance on independent resellers for a significant percentage of its net sales and, therefore, the importance of the continued independence, viability and success of these resellers; continuing or increasing

-more-

competitive activity and pricing pressures within existing or expanded product categories, including competition from product manufacturers who sell directly to United’s customers; the impact of supply chain disruptions or changes in key suppliers’ distribution strategies; United’s ability to maintain its existing information technology systems and the systems and e-commerce services that it provides to customers, and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated difficulties or costs; the creditworthiness of United’s customers; United’s ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; United’s success in effectively identifying, consummating and integrating acquisitions; the risks and expense associated with United’s obligations to maintain the security of private information provided by United’s customers; the costs and risks related to compliance with laws, regulations and industry standards affecting United’s business; the availability of financing sources to meet United’s business needs; United’s reliance on key management personnel, both in day-to-day operations and in execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions.

Shareholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information about risks and uncertainties that could materially affect United’s results, please see the company’s Securities and Exchange Commission filings. The forward-looking information in this news release is made as of this date only, and the company does not undertake to update any forward-looking statement. Investors are advised to consult any further disclosure by United regarding the matters discussed in this release in its filings with the Securities and Exchange Commission and in other written statements it makes from time to time. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete.

Company Overview

United Stationers Inc. is a leading supplier of business essentials, with 2013 net sales of $5.1 billion. The company stocks a broad assortment of over 140,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. The Company’s network of 65 distribution centers allows it to deliver these products to approximately 25,000 reseller customers. This network, combined with United’s breadth and depth of inventory, enables the Company to ship most products overnight to more than ninety percent of the U.S. and major cities in Mexico and Canada. For more information, visit unitedstationers.com.

United Stationers common stock trades on the NASDAQ Global Select Market under the symbol USTR.

-##-